Zachary Cotner
GogoAbout Zachary Cotner
Zachary Cotner is Executive Vice President, Chief Financial Officer and Treasurer of Gogo; he joined at the close of the Satcom Direct acquisition on December 3, 2024 and is age 41 . He holds a B.B.A. in Finance from Southern Methodist University and has 20+ years of experience across investment, banking, and aerospace OEMs; prior roles include CFO at Satcom Direct and Vice President, Corporate Development at Erickson Inc. . 2025 operational highlights under his finance leadership include raising guidance to the high end of prior ranges (Total Revenue $870–$910M, Adjusted EBITDA $200–$220M, Free Cash Flow $60–$90M) and communicating deleveraging priorities and a net leverage target of 2.5x–3.5x, alongside synergy progress and refinancing intent . He certified Gogo’s Q2 and Q3 2025 10-Qs under SOX 302/906 as principal financial officer, reflecting internal control oversight and disclosure rigor .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Satcom Direct | Chief Financial Officer | — | Led finance prior to Gogo’s acquisition; foundation for integration and synergy realization post-close . |
| Erickson Inc. | Senior accounting roles; Vice President, Corporate Development | — | Corporate development and finance leadership at aerospace OEM; relevant to Gogo’s platform and investment programs . |
| Investment management & biotech firms | Investment/finance roles | — | Progressed through investment management and biotech finance roles, broadening capital markets and operating finance expertise . |
| Private equity firm | Analyst (career start) | — | Early-stage analytical grounding in transactions and value creation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed . |
Fixed Compensation
| Component | Terms | Amount/Rate | Notes |
|---|---|---|---|
| Base Salary | Employment agreement | $465,000 | Reviewed annually . |
| Target Annual Bonus | % of base | 80% | Set by Compensation Committee; based on objectives established by the Committee . |
| 2024 Salary Paid (partial year) | Prorated from Dec 3, 2024 | $35,574 | Joined at close of Satcom Direct acquisition . |
| 2024 “All Other” Compensation | 401(k) contribution | $572 | No deferred comp balance; no SERP . |
| Relocation | One-time reimbursement cap | Up to $50,000 | Temporary housing up to $10,000/month for up to six months; legal fees reimbursement up to $10,000 . |
Retention Bonus (Cash)
| Element | Grant/Source | Structure | Vesting/Payment Terms |
|---|---|---|---|
| Retention Bonus | $4,000,000 | Cash | Vests one-third at closing (Dec 3, 2024) and one-third on each of the next two anniversaries; unpaid portion payable on qualifying termination, death/disability, or change in control (lump sum within 60 days) subject to release . |
2025 Annual Equity Program
| Element | Grant Value | Vesting Schedule | Notes |
|---|---|---|---|
| Annual Equity (FY2025) | $1,500,000 | Equal annual installments over four years | Committee sized grants based on peer benchmarking and keeping pay at risk/tied to shareholder value . |
Performance Compensation
| Program | Participation | Metric | Weight | Target | Actual | Payout Mechanics |
|---|---|---|---|---|---|---|
| 2024 Annual Cash Bonus Plan (Company AIP) | Cotner did not participate (joined in Dec 2024) | Service Revenue | 16.67% | $329.8M | $364.3M | Sliding scale; payout requires ≥50% of Adjusted EBITDA minimum . |
| 2024 Annual Cash Bonus Plan (Company AIP) | Cotner did not participate | Adjusted EBITDA | 16.67% | $128.4M | $142.5M | Sliding scale; minimum gate for other metrics . |
| 2024 Annual Cash Bonus Plan (Company AIP) | Cotner did not participate | AVANCE Shipments | 16.67% | 1,205 units | — | Sliding scale; data not disclosed in the cited chunk for actual . |
| 2024 Annual Cash Bonus Plan (Company AIP) | Cotner did not participate | Gogo 5G milestones | 16.67% | Defined milestones | Not achieved at target | Gate via EBITDA; discretionary adjustments for broader pool . |
| 2024 Annual Cash Bonus Plan (Company AIP) | Cotner did not participate | Galileo milestones | 16.67% | Defined milestones | Not achieved at target | See notes above . |
| 2024 Annual Cash Bonus Plan (Company AIP) | Cotner did not participate | FCC Upgrade transitions | 16.67% | 600 platforms | 1,020 | Sliding scale; contributed to overall payout . |
| 2024 AIP Payouts to NEOs (participants) | Not applicable to Cotner | — | — | — | — | Committee determined ~75% plan achievement; paid 97.67% of target to NEOs participating, with high-performer pool discretion . |
Inducement Equity Awards (Dec 3, 2024)
| Award Type | Shares/Target | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|
| RSUs | 50,000 | $405,000 | Time-based; vest in equal annual installments over five years starting Dec 3, 2025, subject to continued employment . |
| PSUs | 50,000 (two tranches) | $395,500 | Performance stock price hurdles: Tranche 1 vests at $20.00 average closing price for 90 consecutive trading days after May 3, 2025 or change-in-control price ≥$20; Tranche 2 at $25.00 average closing price for 90 consecutive trading days after May 3, 2025 or change-in-control price ≥$25; subject to continued employment . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 22, 2025) | No shares beneficially owned; less than 1% of outstanding . |
| Outstanding Equity at 2024 FYE | RSUs: 50,000 unvested ($404,500 at $8.09/share); PSUs: 50,000 at target ($404,500 payout value assumption) . |
| Stock Ownership Guidelines | 2x base salary for executive officers; retain 50% of net shares until compliant; as of Dec 31, 2024 executives had met or were on track within three years of appointment . |
| Hedging/Pledging | Prohibited under Insider Trading Policy; pledging only by pre-approval under rigorous conditions; exceptions are rare . |
| Option Exercises/Stock Vested (2024) | None for Cotner; no vesting or exercises in 2024 . |
Employment Terms
- At-will; no fixed term. Base salary $465,000; target bonus 80% of base; annual equity awards generally vest in equal annual installments over four years .
- Severance (without cause/good reason/death): 12 months base salary continuation; pro-rated annual bonus based on actual performance; 12 months COBRA reimbursement; any earned but unpaid prior-year bonus; accelerated equity per award terms; severance conditioned on release .
- Change-in-control agreements (double trigger): 18 months base salary + 1.5x target bonus in lump sum; COBRA up to 18 months; immediate vesting of unvested time-vesting awards upon qualifying termination; performance-vesting awards generally remain outstanding to normal performance vest date; Inducement Awards subject to bespoke CIC vesting terms (not standard acceleration unless CIC price hurdles met) .
- Severance economics (illustrative as of Dec 31, 2024): Death/Disability $2,170,333; Involuntary without cause $2,208,552; Good Reason $2,170,333; CIC-triggered $2,588,833; Benefits $32,901–$49,352; Accelerated RSUs/PSUs $404,500; Totals $2,607,734–$3,447,185 depending on scenario .
- Non-compete/non-solicit: Applies during employment and for 12 months thereafter .
- Clawback: Nasdaq-compliant; recovery of excess incentive comp (cash/equity, vested/unvested) for restatements covering last three completed fiscal years; policy filed as exhibit to 2024 Form 10-K .
Performance & Track Record
- 2025 guidance raised to the high end: Revenue $870–$910M, Adjusted EBITDA $200–$220M, Free Cash Flow $60–$90M; capex plan and FCC reimbursements detailed; capital allocation prioritizes liquidity, strategic investments (5G, Galileo), leverage target 2.5–3.5x, and eventual return of capital .
- Q2 2025 results: Adjusted EBITDA $61.7M (27.3% margin); net income $12.8M and diluted EPS $0.09; service margins strong and equipment margin ~14%; synergies tracking up to $30–$35M run-rate within two years; free cash flow $34M in Q2 and $64M in H1 .
- Balance sheet: Cash and short-term investments $102.1M at quarter-end; $850M term loans outstanding; revolver undrawn; hedging program details and cash interest context .
Compensation Structure Analysis
- Mix/at-risk pay: Significant equity at hire (RSUs/PSUs) plus annual equity program ($1.5M in 2025), keeping most compensation tied to stock performance and vesting timelines .
- Shift to performance equity: Inducement PSUs tied to sustained stock-price hurdles ($20/$25 for 90-day windows), directly aligning payouts to TSR-like outcomes; RSUs provide retention .
- Guaranteed components: No tax gross-ups; no SERP; at-will employment; clawback in place; stock ownership guidelines enforced (retention of net shares until compliant) .
- Discretionary bonuses: 2024 AIP payouts to other NEOs adjusted to 97.67% despite ~75% plan achievement; Cotner’s 2024 incentive was retention bonus rather than AIP .
Investment Implications
- Alignment: Strong pay-for-performance via PSUs with stringent stock-price hurdles and sizable at-risk annual equity; retention RSUs and cash bonus structure encourage multi-year continuity through 2026, supporting product rollout and integration synergies .
- Retention risk: Two-year cash retention bonus schedule (with acceleration on qualifying events) reduces near-term departure risk; non-compete/non-solicit for 12 months mitigates transition risk .
- Selling pressure/ownership: As of April 22, 2025, no beneficial share ownership; anti-hedging/pledging policies curb misalignment and leverage risks; stock ownership guidelines imply accumulation over time as awards vest .
- Event risk: CIC economics are moderate and double-trigger based; Inducement Award PSUs vest only if CIC price hurdles are met, avoiding windfalls; refinancing commentary and leverage targets suggest active capital structure management under Cotner’s tenure .